SC 13G
1
sc13g.txt
THE SCO GROUP, INC.
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
THE SCO GROUP, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
78403A106
(CUSIP Number)
July 8, 2005
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 10 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 78403A106 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
JET CAPITAL INVESTORS, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
608,746 shares of common stock
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING _______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
608,746 shares of common stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
608,746 shares of common stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.40%
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(12) TYPE OF REPORTING PERSON **
IA
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 78403A106 13G Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Jet Capital Management, L.L.C
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
293,289 shares of common stock
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING _______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
293,289 shares of common stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
293,289 shares of common stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.64%
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(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 78403A106 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Alan S. Cooper
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
902,035 shares of common stock
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING _______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
902,035 shares of common stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
902,035 shares of common stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.03%
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(12) TYPE OF REPORTING PERSON **
HC, IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 78403A106 13G Page 5 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Matthew Mark
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF (5) SOLE VOTING POWER
12,953 shares of common stock
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
902,035 shares of common stock
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EACH (7) SOLE DISPOSITIVE POWER
REPORTING
12,953 shares of common stock
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PERSON WITH (8) SHARED DISPOSITIVE POWER
902,035 shares of common stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
914,988 shares of common stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.10%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
HC, IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 78403A106 13G Page 6 of 10 Pages
Item 1(a). Name of Issuer:
THE SCO GROUP, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
355 South 520 West
Suite 100
Lindon, UT 84042
Item 2(a). Name of Person Filing:
(i) Jet Capital Investors, L.P. (the "Investment Manager"), a Delaware
limited partnership which serves as investment manager to Jet Capital
Concentrated Offshore Fund, Ltd. (the "Offshore Fund") and certain discretionary
accounts, (the discretionary accounts and the Offshore Fund are collectively
referred to herein as the "Funds") with respect to shares of common stock
directly owned by the Funds.
(ii) Jet Capital Management, L.L.C (the "General Partner"), a Delaware
limited liability company which serves as the general partner of each of Jet
Capital Arbitrage & Event Fund I, L.P. and Jet Capital Concentrated Fund, L.P.
(together, the "Partnerships"), with respect to shares of common stock directly
owned by each of the Partnerships.
(iii) Alan S. Cooper ("Mr. Cooper"), who, together with Mr. Mark, is
responsible for the supervision and conduct of all investment activities of the
Investment Manager and the General Partner, including, without limitation, for
all investment decisions with respect to the assets of the Funds and the
Partnerships, with respect to shares of common stock directly owned by the Funds
and the Partnerships.
(iv) Matthew Mark ("Mr. Mark"), who, together with Mr. Cooper, is
responsible for the supervision and conduct of all investment activities of the
Investment Manager and the General Partner, including, without limitation, for
all investment decisions with respect to the assets of the Funds and the
Partnerships, with respect to shares of common stock directly owned by the Funds
and the Partnerships, and with respect to shares of common stock directly owned
by him.
Item 2(b). Address of Principal Business Office or, if None, Residence:
(i) The Investment Manager: 667 Madison Avenue 9th Floor, New York, NY
10021
(ii) The General Partner: 667 Madison Avenue 9th Floor, New York, NY
(iii) Mr. Cooper: 667 Madison Avenue 9th Floor, New York, NY 10021
(iv) Mr. Mark: 667 Madison Avenue 9th Floor, New York, NY 10021
Item 2(c). Citizenship:
(i) The Investment Manager: Delaware, USA
CUSIP No. 78403A106 13G Page 7 of 10 Pages
(ii) The General Partner: Delaware, USA
(iii) Mr. Cooper: USA
(iv) Mr. Mark: USA
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number: 78403A106
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [X]
Item 4. Ownership.
(i) The Investment Manager:
(A) Amount beneficially owned:
608,746 shares of common stock
(B) Percent of class:
3.40%
(C) Number of shares as to which such person has:
CUSIP No. 78403A106 13G Page 8 of 10 Pages
(I) Sole power to vote or to direct the vote
0
(II) Shared power to vote or to direct the vote
608,746 shares of common stock
(III) Sole power to dispose or to direct the disposition of
0
(IV) Shared power to dispose or to direct the disposition of
608,746 shares of common stock
(ii) The General Partner:
(A) Amount beneficially owned:
293,289 shares of common stock
(B) Percent of class:
1.64%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0
(II) Shared power to vote or to direct the vote
293,289 shares of common stock
(III) Sole power to dispose or to direct the disposition of
0
(IV) Shared power to dispose or to direct the disposition of
293,289 shares of common stock
(iii) Mr. Cooper:
(A) Amount beneficially owned:
902,035 shares of common stock
(B) Percent of class:
5.03%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0
(II) Shared power to vote or to direct the vote
902,035 shares of common stock
(III) Sole power to dispose or to direct the disposition of
0
(IV) Shared power to dispose or to direct the disposition of
902,035 shares of common stock
(iv) Mr. Mark:
(A) Amount beneficially owned:
914,988 shares of common stock
(B) Percent of class:
5.10%
(C) Number of shares as to which such person has:
CUSIP No. 78403A106 13G Page 9 of 10 Pages
(I) Sole power to vote or to direct the vote
12,953 shares of common stock
(II) Shared power to vote or to direct the vote
902,035 shares of common stock
(III) Sole power to dispose or to direct the disposition of
12,953 shares of common stock
(IV) Shared power to dispose or to direct the disposition of
902,035 shares of common stock
Each of the Investment Manager, the General Partner, Mr. Cooper and Mr. Mark
expressly declares that this filing shall not be construed as an admission that
either is, for the purposes of sections 13(d) or 13(g) of the Act, the
beneficial owner of any securities directly owned by the Funds and the
Partnerships.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The beneficial owners of Jet Capital Arbitrage & Event Fund I, L.P., Jet
Capital Concentrated Fund, L.P., Jet Capital Concentrated Offshore Fund, Ltd.
and the discretionary accounts which are managed by the Investment Manager, have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the securities held for Jet Capital Arbitrage & Event Fund I, L.P., Jet
Capital Concentrated Fund, L.P., Jet Capital Concentrated Offshore Fund, Ltd.
and the discretionary accounts, respectively.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CUSIP No. 78403A106 13G Page 10 of 10 Pages
DATED: July 18, 2005
By: /s/ Alan S. Cooper
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Name: Alan S. Cooper
Title: Authorized Signatory,
Jet Capital Investors, L.P.
By: /s/ Alan S. Cooper
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Name: Alan S. Cooper
Title: Authorized Signatory,
Jet Capital Management, L.L.C.
By: /s/ Alan S. Cooper
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Name: Alan S. Cooper
By: /s/ Matthew Mark
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Name: Matthew Mark
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)